As it has become more widely recognized that increasing numbers of people are living to progressively older ages, it is important to understand the nature of individual traits that promote resilience and well-being in later life, to describe how these traits develop, to identify the factors that threaten and undermine their maintenance, and to elucidate those mechanisms that support and promote their growth. To have a knowledge base upon which to build intervention programs to improve and maintain well-being in later life, it is necessary to build understanding of the multiple pathways that lead to resilience, how these pathways may change, and what can be done to stop or forestall maladjustment and decline. Progress on these issues requires a greater understanding of process. The proposed research is designed to add such understanding. Three major hypotheses guide the design for data gathering, measurement and analyses: (1) individual differences in stress appraisal account for differential reactivity to and recovery from stress, (2) differences in reactivity and recovery processes are linked to differences in psychological resilience and positive affect, and (3) working memory capacity represents the common pathway through which diverse individual characteristics influence adaptation to acute stress in later life. The findings will provide the initial foundation for a program of research designed to explore the nature of emotional and cognitive processes in later life and their role in illuminating the established ties between acute psychological stress and physiological outcomes. In turn, such empirically derived information will help to identify modifiable correlates of resilience in later adulthood, thereby yielding information on prevention efforts to help adults who achieve relatively resilient outcomes to retain their positive adjustment status. The proposed project will provide an unprecedented opportunity to investigate and systematically document the psychological factors that bear on the stressors to which older adults are exposed, the personal resources upon which they are able to call in response to stressors, and the emotional and physiological outcomes through which stress is manifested. By elaborating on what individual difference characteristics influence older adults' emotional and physiological responses to laboratory stressors, the findings of the proposed research will help to explain the variability in older adults' responses to acute stress, identify adults who are most vulnerable to the effects of stress, and facilitate the selection of variables to target for intervention among older adults particularly at risk. The proposed experimental research agenda thus represents a major step towards building the empirical evidence base upon which to develop comprehensive interventions that foster resilience in later adulthood. [unreadable] [unreadable] [unreadable]